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<br />D-2 <br />4826-7904-2280v7/200434-0005 <br />1. The Trust Agreement has been duly authorized, executed and delivered by the City and, assuming <br />due authorization, execution and delivery by the Trustee, constitutes the valid and binding obligation of the City <br />enforceable in accordance with its terms. <br />2. The Bonds have been duly authorized and issued by the City and are valid and binding obligations <br />of the City enforceable in accordance with their terms. The Bonds do not constitute a debt of the City, the State of <br />California or any political subdivision thereof within the meaning of any constitutional or statutory debt limit or <br />restriction, and do not constitute an obligation for which the City, the State of California or any political subdivision <br />thereof is obligated to levy or pledge any form of taxation or for which the City, the State of California or any political <br />subdivision thereof has levied or pledged any form of taxation. <br />3. Upon issuance and authentication of the Bonds in accordance with the Trust Agreement, the Bonds <br />will be entitled to the benefits of the Trust Agreement. <br />4. Interest on the Bonds is exempt from State of California personal income tax. <br />The opinions that are expressed herein may be affected by actions taken (or not taken) or events occurring <br />(or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether any <br />such actions or events are taken or do occur. Our engagement with respect to the Bonds terminates on the date of their <br />issuance. The Trust Agreement permits certain actions to be taken or to be omitted if a favorable opinion of Bond <br />Counsel is provided with respect thereto. Other than expressly stated herein, we express no other opinion regarding <br />tax consequences with respect to the Bonds. <br />Our opinion is limited to matters governed by the laws of the State of California. We assume no responsibility <br />with respect to the applicability or the effect of the laws of any other jurisdiction. <br />The opinions that are expressed herein are based upon our analysis and interpretation of existing statutes, <br />regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. We <br />call attention to the fact that the rights and obligations under the Trust Agreement and the Bonds are subject to <br />bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ <br />rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion <br />in appropriate cases and to limitations on legal remedies against public agencies in the State; provided, however, that <br />we express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum or <br />waiver provisions contained in the Bonds or the Trust Agreement. <br />We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement or <br />other offering material relating to the Bonds and expressly disclaim any duty to advise the Owners of the Bonds with <br />respect to matters contained in the Official Statement. <br />Respectfully submitted,